This document has been translated from the Japanese original for the convenience of non-Japanese shareholders. In the event ofany discrepancy between this translation and the Japanese original, the original shall prevail.

Securities identification code: 6362
June 8, 2016

To our shareholders:Hiroji ISHII
President

Ishii Iron Works Co., Ltd.
26-11, 3-Chome, Tsukishima, Chuo-ku, TokyoNOTICE OF THE 150TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 150th Ordinary General Meeting of Shareholders of Ishii Iron
Works Co., Ltd. (the "Company"), which will be held as described below.
If you are unable to attend the meeting in person, you may exercise your voting rights by postal mail.
Please indicate your approval or disapproval of the proposals on the enclosed voting form after reviewing
the attached Reference Documents for the General Meeting of Shareholders, and return it by postal mailto reach us no later than 5:20 p.m., Monday, June 27, 2016 (Japan Standard Time).

Meeting Details
1.

Date and time:

Tuesday, June 28, 2016 at 10:00 a.m. (Japan Standard Time)

2.

Venue:

Chuo-ku Kachidoki Community Hall 1F
5-1, 1-Chome, Kachidoki, Chuo-ku, Tokyo

3.

Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 150th Term (from April 1,2015 to March 31, 2016), as well as the results of audit of the Consolidated Financial
Statements by the Accounting Auditor and the Board of Auditors
2. Non-Consolidated Financial Statements for the 150th Term (from April 1, 2015 to March 31,
2016)
Items to be resolved:
Proposal 1:
Appropriation of surplus
Proposal 2:
Consolidation of shares
Proposal 3:
Partial amendments to the Articles of Incorporation
Proposal 4:
Election of four (4) Directors (excluding Directors who are Audit andSupervisory Committee Members)
Proposal 5:
Election of four (4) Directors who are Audit and Supervisory Committee
Members
Proposal 6:
Determination of amounts of remuneration for Directors (excluding Directors
who are Audit and Supervisory Committee Members)
Proposal 7:
Determination of amounts of remuneration for Directors who are Audit andSupervisory Committee Members

1Reference Documents for the General Meeting of Shareholders
Proposals and Reference Matters
Proposal 1: Appropriation of surplus
With respect to dividends, the Company seeks to return profits to shareholders stably whilestrengthening its internal reserves for future growth. Under this basic policy, the Company, in
consideration of its business results for the fiscal year ended March 31, 2016 and future businessdevelopments, proposes the distribution of the year-end dividends as follows:(1) Type of dividend property
Cash(2) Allocation of dividend property and total amount thereof
5 yen per common share of the Company
Total amount of dividends: 184,328,975 yen(3) Effective date of distribution of dividends of surplus
June 29, 2016

2

Proposal 2:

Consolidation of shares

1. Reasons for the consolidation of shares
Japanese stock exchanges announced their "Action Plan for Consolidating Trading Units" withthe aim of consolidating the trading unit of common stock of domestic companies listed onJapanese stock exchanges at 100 shares. Out of respect for this Action Plan, the Company, as acompany listed on the Tokyo Stock Exchange, proposes to change the number of shares that
constitutes one trading unit from the current 1,000 shares to 100 shares, and will consolidate ourshares for the purpose of ensuring the appropriateness of the investment unit of our shares.
2. Types of shares to be consolidated and consolidation ratio
On the condition that Proposal 3, "Partial amendments to the Articles of Incorporation," isapproved as proposed, the Company would like to consolidate every ten (10) shares of its
common stock into one (1) share.
If this consolidation produces any fractional shares of less than one share, the Company will
dispose of such fractional shares collectively and distribute the proceeds to shareholders who
hold fractional shares in proportion to the number of such shares held.
3. Effective date of the consolidation of shares
October 1, 2016
4. Total number of authorized shares as of the effective date
12,000,000 shares
5. Others
The Company proposes that all other procedural matters should be left to the discretion of theBoard of Directors.

3

Proposal 3:

Partial amendments to the Articles of Incorporation

1. Reasons behind the proposals(1) On the condition that Proposal 2, "Consolidation of shares," is approved as proposed, thetotal number of authorized shares should be changed from 120 million to 12 million basedon the share consolidation ratio (one (1) new share for every ten (10) shares) aimed atensuring the appropriateness of the total number of authorized shares. The number of sharesconstituting one share unit should be changed from 1,000 shares to 100 shares in order tochange the number of shares per trading unit to 100 shares. (Proposed amendments to
Articles 6 and 8)
The Company will establish supplementary provisions to the effect that the aforementioned
changes shall take effect on October 1, 2016, the effective date of the consolidation of shares,
and shall delete them on the same day.
(2) With the Act for Partial Revision of the Companies Act (Act No. 90 of 2014) (hereinafter,"Revised Companies Act") coming into force on May 1, 2015, a system of companies with
an Audit and Supervisory Committee has been established as a new organizational design.
The Company, from the viewpoint of further enhancing its corporate governance structure
through strengthening the supervisory function of the Board of Directors, will transform into
a company with an Audit and Supervisory Committee.
With this transformation, the Company proposes to make the partial amendments to the
Articles of Incorporation that are required for the transformation into a company with an
Audit and Supervisory Committee, including establishing new provisions concerning the
Audit and Supervisory Committee and its members, deleting the current provisions
concerning Auditors and the Board of Auditors and newly establishing provisions that enable
the Board of Directors to delegate its power to make decisions on the execution of important
operations to Directors. (Proposed amendments to Articles 3 and 19, Article 20, Paragraph 1,
Article 21, Article 22, Paragraph 1, Articles 24, 25 and 28; deletion of Articles 28 through 35of the Current Articles of Incorporation; newly establishing to Articles 30 through 32)(3) In order to increase the convenience of all of its shareholders, the Company will introduce asystem to allow its shareholders to additionally purchase shares less than one (1) unit andtherefore will propose the establishment of new provisions concerning the system. (Proposed
amendments to Article 9 (4) and Article 10)(4) As the Revised Companies Act has expanded the range of officers who can enter into anagreement limiting liability, the Company proposes to amend Article 27, Paragraph 2 of theCurrent Articles of Incorporation in order to ensure that non-executive Directors may
sufficiently fulfill the responsibilities expected of them through the conclusion of theagreement limiting liability. The Company has obtained the approval of all Auditors for thisamendment. (Proposed amendment to Article 29, Paragraph 2)(5) In addition to the aforementioned, the Company proposes to make other necessary
amendments including renumbering the Articles and establishing new supplementaryprovisions concerning the transitional measures related to the exemption from liabilities of
Auditors.
The proposed amendments to the Articles of Incorporation excluding those to Articles 6 and8 shall take effect upon the conclusion of this General Meeting of Shareholders.

4Proposal 4:

Election of four (4) Directors (excluding Directors who are Audit andSupervisory Committee Members)

If Proposal 3, "Partial amendments to the Articles of Incorporation," is approved as proposed, theCompany will transform into a company with an Audit and Supervisory Committee. All five (5)present Directors will resign upon the amendments to the Articles of Incorporation taking effect, due
to the expiration of their terms of office.
For this reason, the Company proposes that four (4) Directors (excluding Directors who are Audit
and Supervisory Committee Members) be elected.
This proposal shall take effect on the condition that Proposal 3, "Partial amendments to the Articles
of Incorporation," takes effect.
The candidates for Director (excluding Directors who are Audit and Supervisory Committee
Members) are as follows:
No.

1

Name
(Date of birth)

Hiroji ISHII(March 11, 1937)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
December 1969
June 1973
March 1977
December 1978
January 1979

Director of the Company
Managing Director of the Company
Executive Director of the Company
Vice President of the Company
President of the Company (present position)

Number of theCompany's
shares owned

1,051,185[Significant concurrent positions outside the Company]
President, IIW Engineering Co. Sdn. Bhd.
President, IIW Singapore Pte. Ltd.
April 1978
April 2006
May 2007June 2007

2

Yutaka FUJIMOTO(May 9, 1955)

July 2008

April 2012

July 2012

Joined the Sumitomo Bank, Limited (current:
Sumitomo Mitsui Banking Corporation (SMBC))
General Manager, Financial Products Dept.,
SMBC
Advisor of the Company
Director of the Company
Managing Corporate Officer, Manager, Business
Management Department and General Manager,
Real Estate and Gas Business Division of theCompany
Managing Director, Manager, Business
Management Department and General Manager,
Real Estate and Gas Business Division of theCompany
Managing Director, Manager, Business
Management Department and General Manager,
Real Estate Business Division of the Company
Executive Director, Manager, Business
Management Department and General Manager,
Real Estate Business Division of the Company(present position)

5

35,000No.

Name(Date of birth)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
April 1969
April 2000
June 2002
April 2003
April 2004

3

Nobukazu OYAMA(January 29, 1947)

July 2006
April 2009

July 2012

April 2015

April 1996
May 2006
June 2006

April 2009
4

Hiroaki ISHII(February 20, 1969)
July 2012

April 2015

Number of theCompany's
shares owned

Joined the Company
Manager, Engineering Department of theCompany
Director of the Company
Assistant Manager, Domestic Business Divisionof the Company
Assistant General Manager, Steel Structure
Business Division of the Company
Corporate Officer and General Manager, Steel
Structure Business Division of the Company
Corporate Officer and Executive General
Manager, Steel Structure Business Headquartersof the Company
Managing Director and Executive General
Manager, Steel Structure Business Headquartersof the Company
Managing Director and in charge of Steel
Structure Business Headquarters of theCompany (present position)

91,000Joined Shimizu Corporation
Advisor of the Company
Director of the Company
Corporate Officer and Assistant General
Manager, Steel Structure Business Division of
the Company
Corporate Officer, Assistant Executive General
Manager, Steel Structure Business Headquarters
and Executive General Manager, Sales
Headquarters of the Company
Managing Director, Assistant Executive General
Manager, Steel Structure Business Headquarters
and Executive General Manager, Sales
Headquarters of the Company
Managing Director, Executive General Manager,
Steel Structure Business Headquarters of theCompany (present position)

72,360Note: There are no special interests between the Company and the above candidates for Director.

6

Proposal 5:

Election of four (4) Directors who are Audit and Supervisory Committee
Members

If Proposal 3, "Partial amendments to the Articles of Incorporation," is approved as proposed, theCompany will transform into a company with an Audit and Supervisory Committee.
For this reason, the Company proposes that four (4) Directors who are Audit and Supervisory
Committee Members be elected.
The Board of Auditors has given its consent to this proposal.
This proposal shall take effect on the condition that Proposal 3, "Partial amendments to the Articles
of Incorporation," takes effect.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows:
No.

Name
(Date of birth)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
April 1970
April 2003

1

Masanori SUZUKI(January 27, 1947)

February 2006
July 2006
June 2007
April 1968
March 2000

March 2004
2

Norikuni IMOTO(August 20, 1945)

January 2008
January 2011
March 2011
June 2013
June 2015

Number of theCompany's
shares owned

Joined the Company
Manager, Procurement Group, Domestic
Business Division of the Company
Manager, Production Group, Steel Structure
Business Division of the Company
Administration Officer of the Company
Auditor of the Company (present position)

30,000Joined Showa Denko K.K.
Director, Chief Manager, Corporate Relations
Center and Manager, General Affairs Group,Showa Denko K.K.
Managing Director and Managing Corporate
Officer, Showa Denko K.K.
Representative Director and Senior Managing
Corporate Officer, Showa Denko K.K.
Director, Showa Denko K.K.
Special Advisor, Showa Denko K.K.
Outside Auditor of the Company
Outside Director of the Company (present
position)

4,000

April 1966

3

Prosecutor, Tokyo District Public Prosecutors
OfficeOctober 2002
Superintending Prosecutor, Tokyo High Public
Prosecutors Office
October 2003
Registered as an attorney (present position)
Shigeo KIFUJI
December 2003 Provisional Auditor of the Company(September 29, 1940) June 2004
Outside Auditor of the Company (present
position)[Significant concurrent positions outside the Company]
Outside Auditor, Mori Building Co., Ltd.
Outside Auditor, Central Japan Railway Company

7

21,000No.

Name(Date of birth)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
April 1977
July 2008
January 2009
April 2010
January 2012

4

Hiroshi KAWAMURA January 2014
(January 16, 1952)
March 2015
April 2015
June 2015

Prosecutor, Tokyo District Public Prosecutors
OfficeTrial Manager, Supreme Public Prosecutors
OfficeChief Public Prosecutor, Chiba District Public
Prosecutors Office
Chief Public Prosecutor, Yokohama District
Public Prosecutors Office
Superintending Prosecutor, Sapporo High Public
Prosecutors Office
Superintending Prosecutor, Nagoya High Public
Prosecutors OfficeOutside Auditor, Asahi Glass Co., Ltd. (present
position)
Professor, Faculty of Law at Doshisha
University (present position)
Outside Auditor of the Company (present
position)

Number of theCompany's
shares owned

1,000[Significant concurrent positions outside the Company]
Outside Auditor, Asahi Glass Co., Ltd.
Professor, Faculty of Law at Doshisha University
Notes:
1.
There are no special interests between the Company and each candidate for Director.
2.
Norikuni IMOTO, Shigeo KIFUJI and Hiroshi KAWAMURA are candidates for Outside Director.
3.
The reasons for the nomination of Norikuni IMOTO as a candidate for Outside Director are as follows:
The Company considers that Norikuni IMOTO is capable of using the experience he has acquired from having
consecutively served in various posts, including Representative Director of another company, to give
appropriate instructions and advice on all matters relating to the business management of the Company from awide perspective. For these reasons, the Company proposes his election as Outside Director.
4.
Norikuni IMOTO will have served as Outside Director of the Company for one (1) year at the conclusion ofthis General Meeting of Shareholders.
5.
The reasons for the nomination of Shigeo KIFUJI as a candidate for Outside Director are as follows:
Shigeo KIFUJI will resign his position as Auditor of the Company upon Proposal 3 "Partial amendments to the
Articles of Incorporation" taking effect. The Company appreciates his fulfillment of the responsibilities as
Outside Auditor. As he possesses rich knowledge and experience from having served as a prosecutor andattorney, the Company considers that he is capable of giving appropriate instructions and advice to enhance andstrengthen the Company's compliance and corporate governance. In light of these reasons, the Company
proposes his election as Outside Director. Although he has not been directly involved in business management,
the Company believes that he is capable of properly performing his duties as Outside Director for the above
reasons.
6.
The reasons for the nomination of Hiroshi KAWAMURA as a candidate for Outside Director are as follows:
Hiroshi KAWAMURA will resign his position as Auditor of the Company upon Proposal 3 "Partial
amendments to the Articles of Incorporation" taking effect. The Company appreciates his fulfillment of the
responsibilities as Outside Auditor. As he possesses rich knowledge and experience from having served as aprosecutor and a university professor, the Company considers that he is capable of giving appropriate
instructions and advice to enhance and strengthen the Company's compliance and corporate governance on an
ongoing basis. In light of these reasons, the Company proposes his election as Outside Director. Although he
has not been directly involved in business management, the Company believes that he is capable of properly
performing his duties as Outside Director for the above reasons.
7.
On the condition that Proposal 3, "Partial amendments to the Articles of Incorporation," is approved as
proposed, the Company will enter into the agreement limiting liability with Masanori SUZUKI that limits the
maximum amount of his liability to compensate for damages due to a failure to perform his duties, pursuant to
the provisions set forth in the Article of Incorporation, if the election of Masanori SUZUKI as Director isapproved at this General Meeting of Shareholders. The limit of liability under this agreement will be theamount prescribed in laws and regulations.

88.

Pursuant to the provisions set forth in the Articles of Incorporation, the Company has entered into agreement
limiting liabilities with Norikuni IMOTO, Shigeo KIFUJI and Hiroshi KAWAMURA that limits the maximum
amount of their liability to compensate for damages due to a failure to perform their duties. The agreements will
be maintained if the elections of Norikuni IMOTO, Shigeo KIFUJI and Hiroshi KAWAMURA as Outside
Director of the Company are approved at this General Meeting of Shareholders. The limit of liability underthese agreements is the amount prescribed in the laws and regulations.
The Company has designated Norikuni IMOTO, Shigeo KIFUJI and Hiroshi KAWAMURA as independent
officer and registered with the Tokyo Stock Exchange. If the elections of them are approved at this General
Meeting of Shareholders, the Company will maintain this declaration.

9

Proposal 6:

Determination of amounts of remuneration for Directors (excluding Directors
who are Audit and Supervisory Committee Members)

If Proposal 3, "Partial amendments to the Articles of Incorporation," is approved as proposed, theCompany will transform into a company with an Audit and Supervisory Committee.
The annual amount of remuneration for Directors of the Company was determined by a resolution at
the 143rd Ordinary General Meeting of Shareholders held on June 26, 2009, to be up to 200 million
yen (excluding the employee salaries). Payments of remuneration to Directors have been made inaccordance with this resolution. However, with the transformation into a company with an Audit andSupervisory Committee, the Company proposes to abolish this resolution and set the annual amountof remuneration for Directors (excluding Directors who are Audit and Supervisory Committee
Members). The proposed annual amount is up to 200 million yen, with various factors taken into
consideration such as the recent economic situation and other circumstances.
The remuneration for Directors (excluding Directors who are Audit and Supervisory Committee
Members) shall not include the employee salaries of Directors who serve concurrently as employees.
Currently five (5) Directors (one of whom is Outside Director) are in office. The number of Directors(excluding Directors who are Audit and Supervisory Committee Members) mentioned in this Proposal
will be four (4) if Proposal 3, "Partial amendments to the Articles of Incorporation," and Proposal 4,"Election of four (4) Directors (excluding Directors who are Audit and Supervisory Committee
Members)," are approved as proposed.

This proposal shall take effect on the condition that Proposal 3, "Partial amendments to the Articles
of Incorporation," takes effect.

10

Proposal 7:

Determination of amounts of remuneration for Directors who are Audit andSupervisory Committee Members

If Proposal 3, "Partial amendments to the Articles of Incorporation," is approved as proposed, theCompany will transform into a company with an Audit and Supervisory Committee.
With this transformation, the Company, in consideration of duties and responsibilities of Audit andSupervisory Committee Members, proposes to set the annual amount of remuneration for Directors
who are Audit and Supervisory Committee Members to be up to 40 million yen.
The number of Directors who are Audit and Supervisory Committee Members mentioned in this Proposal
will be four (4) if Proposal 3, "Partial amendments to the Articles of Incorporation," and Proposal 5,"Election of four (4) Directors who are Audit and Supervisory Committee Members," are approved as
proposedThis proposal shall take effect on the condition that Proposal 3, "Partial amendments to the Articles
of Incorporation," takes effect.

11